(i) conflict with any laws binding on Lessee;

 (ii) conflict with the constitutional documents of Lessee; or

 (iii) conflict with or result in default under any indenture,
 mortgage, contract, agreement or other document which is
 binding upon Lessee or any of its assets or result in
 the creation of any Security Interest over any of its
 assets (other than the Security Deposit);

 (e) AUTHORIZATION: all authorizations, consents, registrations and
 notifications required under the laws of the Country of
 Incorporation and the Country of Registration and any other
 relevant jurisdictions in connection with the entry into and
 performance by Lessee of, and the validity and enforceability
 against Lessee of, this Agreement and the other Transaction
 Documents to which it is a party and the transactions
 contemplated hereby and thereby, have been (or will on or
 before the Delivery Date have been) obtained or effected (as
 appropriate) and are (or will on their being obtained or
 effected be) in full force and effect, except as provided in
 Section 8.11(f);

 (f) NO IMMUNITY:

 (i) Lessee is subject to civil and commercial law with
 respect to its obligations under this Agreement and the
 other Transaction Documents; and

 (ii) neither Lessee nor any of its assets is entitled to any
 right of immunity from suit, jurisdiction, attachment
 prior to judgment, attachment in

 32


 aid of execution, set-off, execution or other legal
 process, and the entry into and performance of this
 Agreement and the other Transaction Documents by Lessee
 constitute private and commercial acts;

 (g) ACCOUNTS: the audited consolidated financial statements of
 Lessee and its Subsidiaries most recently delivered to Lessor:

 (i) have been prepared in accordance with GAAP; and